Common use of Director’s Certificate Clause in Contracts

Director’s Certificate. A director of the Company shall deliver to the Purchaser at the Closing a certificate attaching (i) the certified Memorandum and Articles as then in effect, (ii) copies of all resolutions approved by the shareholders and board of directors of each Group Company related to the transactions contemplated hereby (including the Restructuring) and (iii) such other documents or certificates as the Purchaser may reasonably request.

Appears in 3 contracts

Samples: Shares Purchase Agreement (Qunar Cayman Islands Ltd.), Shares Purchase Agreement (Qunar Cayman Islands Ltd.), Shares Purchase Agreement (Baidu, Inc.)

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Director’s Certificate. A director of the Company shall deliver to the Purchaser each Investor at the Closing a certificate attaching stating that the copies attached thereto of (ia) the certified Amended Memorandum and Articles as then in effecteffect at the time of the Closing, (iib) copies the resolutions of all resolutions approved by the shareholders and board of directors of the Company and each Group Company related (to the extent necessary) approving this Agreement and the transactions contemplated hereby (including the Restructuring) hereby, and (iiic) good standing certificates with respect to the Company from the applicable authority(ies) in their jurisdiction of organization are all true and complete copies of such other documents or certificates as the Purchaser may reasonably requestand resolutions.

Appears in 2 contracts

Samples: Preferred Share Purchase Agreement (Longtop Financial Technologies LTD), Preferred Share Purchase Agreement (Longtop Financial Technologies LTD)

Director’s Certificate. A director of the Company shall deliver to the Purchaser Series C Investors at the Closing a certificate attaching (i) the certified Memorandum and Articles of Association of the Company as then in effect, (ii) copies of all resolutions approved by the shareholders and board of directors of each Group Company related to the transactions contemplated hereby hereby, (including the Restructuringiii) certificate of incumbency of each Group Company and (iiiiv) such other documents or certificates as the Purchaser Series C Investors may reasonably request.

Appears in 1 contract

Samples: Share Purchase Agreement (Sequoia Capital 2010 CV Holdco Ltd.)

Director’s Certificate. A director of the Company shall deliver to the Purchaser each Investor at the Closing a certificate attaching stating that the copies of (ia) the certified Restated Articles and the Restated Memorandum and Articles as then in effect(b) the Board of Director and Company’s shareholder resolutions relating to the sale of the Series A Preferred Shares attached thereto, (ii) are true and complete copies of all resolutions approved by the shareholders such documents and board of directors of each Group Company related to the transactions contemplated hereby (including the Restructuring) and (iii) such other documents or certificates as the Purchaser may reasonably requestresolutions.

Appears in 1 contract

Samples: Share Purchase Agreement (New Oriental Education & Technology Group Inc.)

Director’s Certificate. A director The Sole Director of the Company shall deliver to the Purchaser Purchasers at the Closing a certificate attaching (i) the certified Memorandum and Articles as then in effectRestated Articles, (ii) copies of all resolutions approved by the shareholders and board sole director of directors of each Group the Company related to in connection with the transactions contemplated hereby (including the Restructuring) hereby, and (iii) such other documents or certificates as a certificate of incumbency of the Purchaser may reasonably requestCompany.

Appears in 1 contract

Samples: Shares Purchase Agreement (China Nuokang Bio-Pharmaceutical Inc.)

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Director’s Certificate. A director of the Company shall deliver to the Purchaser at the Closing a certificate attaching certificate, dated the Closing Date, certifying that the copies of (ia) the certified Memorandum Restated Articles attached thereto have been duly adopted and Articles as then are in effectfull force and effect and (b) the Board of Director and shareholder resolutions relating to the sale of the Series A Preferred Shares attached thereto, (ii) are true and complete copies of all resolutions approved by the shareholders such documents and board of directors of each Group Company related to the transactions contemplated hereby (including the Restructuring) and (iii) such other documents or certificates as the Purchaser may reasonably requestresolutions.

Appears in 1 contract

Samples: Convertible Preferred Share Purchase Agreement (Airmedia Group Inc.)

Director’s Certificate. A director of the Company shall deliver to the Purchaser Purchasers at the Closing a certificate attaching certificate, dated the Closing Date, certifying that the copies of (ia) the certified Memorandum Restated Articles attached thereto have been duly adopted and Articles as then are in effectfull force and effect and (b) the Board of Director and shareholder resolutions relating to the sale of the Series B Preferred Shares attached thereto, (ii) are true and complete copies of all resolutions approved by the shareholders such documents and board of directors of each Group Company related to the transactions contemplated hereby (including the Restructuring) and (iii) such other documents or certificates as the Purchaser may reasonably requestresolutions.

Appears in 1 contract

Samples: Convertible Preferred Share Purchase Agreement (Airmedia Group Inc.)

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